Exhibit 5.1

                  [LETTERHEAD OF THE BOUGHTON LAW CORPORATION]



June 1, 2010

Deer Bay Resources Inc.
#401-2366 Wall Street
Vancouver, BC  V6H 4Z1

Attention: Mr. Garry Wong, President and Chief Executive Officer

Dear Ladies and Gentlemen:

Re: Deer Bay Resources Inc.
    Registration Statement on Form S-1

We are acting as legal counsel for Deer Bay Resources Inc., a Nevada corporation
(the "Company"),  in connection with the registration statement on Form S-1 (the
"Registration Statement"),  filed with the Securities and Exchange Commission on
the date hereof.  The Registration  Statement  relates to the registration of an
aggregate  of  41,610,000  shares of common  stock of the Company  (the  "Common
Stock") under the Securities Act of 1933, as amended (the "Securities Act'), for
resale by the selling  shareholders as named in the Registration  Statement (the
"Selling Shareholders").

In  connection  with this  opinion,  we have made  investigations  and  examined
records,  including: (i) the Registration Statement; (ii) the Company's Articles
of Incorporation,  as amended;  (iii) the Company's Bylaws; (iv) certain records
of the Company; (v) the subscription agreements entered into between the Selling
Shareholders  and the Company for the  acquisition of the shares of Common Stock
(collectively,  the "Subscription  Agreements");  (vi) an officer's  certificate
executed by Garry Wong, as the President/Chief Executive Officer of the Company;
and (vii) such  other  instruments,  documents  and  records  as we have  deemed
relevant and necessary to examine for the purpose of this opinion.  We have also
reviewed  the  corporate   proceedings  of  the  Company  with  respect  to  the
authorization  of the  issuance of the shares of Common  Stock.  For purposes of
this opinion,  we have assumed the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as copies and the authenticity of the originals of all documents submitted to us
as copies.  We have also assumed the legal capacity of all natural persons,  the
genuineness  of the  signatures  of persons  signing all documents in connection
with which this opinion is rendered,  the  authority of such persons  signing on
behalf of the parties thereto and the due authorization,  execution and delivery
of all  documents  by  the  parties  thereto.  We  relied  upon  statements  and
representations of officers and other  representatives of the Company and others
as to factual matters.

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Based upon the foregoing,  we are of the opinion that the shares of Common Stock
held  by  the  Selling   Shareholders   are  validly  issued,   fully  paid  and
non-assessable.  We are  further  of the  opinion  that  when  the  Registration
Statement  becomes effective under the Securities Act the shares of Common Stock
to be sold by the Selling  Shareholders  to the public,  when issued and sold in
the manner  described in the  Registration  Statement,  will be validly  issued,
fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement.  We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement.

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied beyond that expressly stated herein.

This  opinion  is  furnished  to  you  in  connection  with  the  filing  of the
Registration Statement.

Yours truly,

BOUGHTON LAW CORPORATION

by Charles Rendina Law Corporation


Per: /s/ Charles Rendina
    ------------------------------
    Charles Rendina